YM BioSciences Inc. (NYSE Amex: YMI; TSX: YM), a life sciences product development company that identifies and advances a diverse portfolio of promising cancer-related products at various stages of development, today provided an update on the proposed transaction which would result in the merger of Cytopia Ltd. into YM, details of which were announced on October 5, 2009. The board of directors of Cytopia has unanimously recommended that its shareholders vote in favour of the transaction.
Cytopia Shareholders Meeting
YM has been informed that the Supreme Court of Victoria, Australia, has granted Cytopia's request for an order to convene a meeting of Cytopia's shareholders to consider and, if deemed appropriate, to approve the proposed scheme of arrangement which will give effect to the merger transaction. In order to proceed, the scheme of arrangement must be approved at the Cytopia shareholders meeting (i) by at least half the Cytopia shareholders who vote; and (ii) by Cytopia shareholders holding at least 75% of Cytopia shares represented in person or by proxy at the meeting.
The meeting of Cytopia shareholders will be held on Tuesday, January 12, 2010. In the event the scheme of arrangement is approved by Cytopia shareholders, YM expects that the transaction will close on or about February 1, 2010 subject to the receipt of final court approval and all necessary regulatory approvals.
Cytopia has prepared a scheme booklet which will be sent to all Cytopia shareholders during the week of December 14, 2009. In the scheme booklet, available shortly on Cytopia's website at http://www.cytopia.com.au/, Cytopia presents the unanimous recommendation of its board of directors that Cytopia shareholders vote in favour of the transaction in the absence of a superior proposal. YM has been informed that the scheme booklet also presents a report by an independent expert, Lonergan Edwards, which concludes that the transaction is in the best interests of Cytopia shareholders.
Amendment to Merger Terms
Cytopia and YM have agreed to an amendment to the terms of the offer. As previously disclosed, Cytopia shareholders are being offered 0.0852 common shares of YM in exchange for each Cytopia share. This consideration is subject to adjustment based on YM share price fluctuations. The parties have agreed that in no event shall the exchange ratio be greater than 0.1718 YM shares for each Cytopia share and in no event shall it be less than 0.0670 YM shares for each Cytopia share.
SOURCE YM BioSciences Inc.